CORPORATE GOVERNANCE

Year: 2013 Lecturer Information Awais Alam Khan awais.khan@ymail.com Office: FR-B07 Module Description This 16 week module aims to discuss the concepts, theories and issues in corporate governance. The module provides grounding in multiple perspectives of corporate governance theories as a basis upon which specific case studies are discussed. The module explores issues of corporate governance regulations, the relationship between accounting and corporate governance, board structure and managerial opportunism, corporate social responsibility and the politics of corporate governance. Corporate Governance and Pakistan, SECP Guidelines, OECD Perspective, and SarbanesOxley Act are also included in the module. Module Aims - To impart students an appreciation of the role of corporate governance as a means of accountability in organisations and society. - To impart students a knowledge and understanding of key elements in the corporate governance process - To enable students to critically evaluate the key research and professional literature dealing with the current issues and controversies in corporate governance. - To provide students with a foundation for research in corporate governance.

Learning Outcomes After completing this module, students should be able to: - Understand a range of concepts of corporations and governance, and the term 'corporate governance'. - Understand a number of roles of corporate governance in ensuring accountability to all stakeholders. - Understand different dimensions of corporate governance based on legal,

economic, political and social relations. - Analyse case studies within the context of the theoretical constructs of corporate governance. - Critically evaluate issues in corporate governance. Teaching Delivery This is a 16 week module. There will be 3 hours lecture/seminar/case study each week Course Contents S No 1 2 3 Topics Introduction of corporate governance, theoretical back ground, history, key players Role of shareholders, Role of institutional shareholders, tools available to shareholders, AGMs, shareholder activism Board of Directors, role responsibilities of BoD, remunerations Board of Directors, role responsibilities of BoD, remunerations of BoD various of BoD various in CG, Functions and committees, Directors in CG, Functions and committees, Directors Wee ks 1, 2 3 4

5 6 7 8 9 10 11

Role of management, internal operations, risk management, internal control systems, financial reporting Roles duties and responsibilities of the auditors, audit types Global corporate governance mechanisms/systems/frameworks (Pakistan, USA, UK, Germany, Japan, China, Australia) Business ethics and corporate governance & corporate social responsibility, environmental concerns Role of government regulators in corporate governance, including

6,7 8 9 10, 11 12 13 14

Corporate governance and Public sector companies in Pakistan Critical review Emerging themes in Corporate Governance Ethical

investments, socially responsible investments, CG Ratings 12 Research in corporate governance 15, 16

Learning & Teaching Methods The module will be delivered using a mixture of formal lectures/ assignments, in which students will be introduced to theories and contemporary issues in corporate governance, and develop skills in analysing case studies. Assessment 20 percent Course Work Mark, 80 percent Exam Mark The students will be evaluated through exams and performance in the individual and group presentations, and assignments. Recommended Books Butt, S. A. (2011). Corporate Governance (Second Edition). Azeem Academy, Lahore Fernando, A.C., (2006). Corporate Governance: Principles, policies and practices. Pearson Education, Delhi Solomon, J. and Solomon, A. (2004). Corporate Governance and Accountability. John Wiley & Sons: Chester Monks, R. A. G. and Minow, N. (2004). Corporate Governance. Blackwell Publishing Limited: Oxford Larker, D. and Tayan, B. (2011). Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences. Pearson, Prentice Hall

Assessments
The module assessment is based on multiple methods, apart from the three monthly exams and a comprehensive exam. There will be different assignments and presentations requirements. The list of presentation will be communicated to the students on the website: https://sites.google.com/site/imspeshawargroup/Home/corporate-governance.

Apart from these weekly presentations (in the second class every week), there are individual written assignments and group assignments as well. The first individual written assignment (based on secondary literature), will be due in the week after second monthly will be based on the conceptual development of corporate governance and its development in Pakistan. It should have 1500 words with proper references in APA style. The report should be in proper academic style. This report will be submitted in soft form on www.turnitin.com . A class login and password will be communicated to the students in the class. The second assignment will be a group based (4-5 students) assignment, which will be due in the last week of the fourth month of the course . This assignment will also be based on the advanced topics in the area of corporate governance and students can undertake a project where they can even go for primary data collection and may be utilise some empirical data from Pakistani companies regarding various aspects of the corporate governance issues. This will also be in soft form and will be submitted at the Turnitin website. Attendance Policy The institute is following a strict policy of 75% attendance. Therefore, no relaxation will be given to the students in this regard and students are expected to continuously check their attendance throughout the semester with the concerned office. General Class Behaviour and Expectations The students are expected to follow the rules and regulations of the institute and are expected to maintain a professional attitude in the classes and meeting the assignment deadlines. At the same time it is to be clarified here that use of electronic gadgets are strictly prohibited in the class and strict actions will be taken in case of breach.